Jet.AI Inc. Amends 2023 10-K Filing

TL;DR

Jet.AI filed an amended 2023 10-K on 8/15/24. Check financials.

AI Summary

Jet.AI Inc. filed an amendment to its 2023 10-K on August 15, 2024, reporting financial data as of December 31, 2023. The company, formerly Oxbridge Acquisition Corp., is incorporated in Delaware and operates in the air transportation sector. Key financial elements include common stock, redeemable warrants, and merger consideration warrants.

Why It Matters

This amendment provides updated financial disclosures for Jet.AI Inc. for the fiscal year ending December 31, 2023, which is crucial for investors to assess the company's financial health and performance.

Risk Assessment

Risk Level: medium — As an amended 10-K filing, it suggests potential revisions or clarifications to previously reported information, which could indicate underlying complexities or issues.

Key Numbers

• 1231 — Fiscal Year End (Indicates the end of the reporting period for the 10-K.)
• 20231231 — Report Period End Date (The specific date for which financial information is reported.)
• 20240815 — Filing Date (The date the amended filing was submitted to the SEC.)

Key Players & Entities

• Jet.AI Inc. (company) — Filer company name
• Oxbridge Acquisition Corp. (company) — Former company name
• 20231231 (date) — Fiscal year end date
• 20240815 (date) — Filing date
• 10-K/A (document) — Filing type

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share JTAI The Nasdaq Stock Mar
• $11.50 — of common stock at an exercise price of $11.50 per share JTAIW The Nasdaq Stock Ma
• $15.00 — of common stock at an exercise price of $15.00 per share JTAIZ The Nasdaq Stock Ma
• $0 — f the Company's common stock, par value $0.0001, issued and outstanding. Audit F

Filing Documents

• form10-ka.htm (10-K/A) — 830KB
• ex31-1.htm (EX-31.1) — 19KB
• ex31-2.htm (EX-31.2) — 19KB
• ex32-1.htm (EX-32.1) — 8KB
• ex32-2.htm (EX-32.2) — 8KB
• form10-ka_001.jpg (GRAPHIC) — 25KB
• form10-ka_002.jpg (GRAPHIC) — 20KB
• form10-ka_003.jpg (GRAPHIC) — 9KB
• 0001493152-24-032622.txt ( ) — 5375KB
• jtai-20231231.xsd (EX-101.SCH) — 39KB
• jtai-20231231_cal.xml (EX-101.CAL) — 56KB
• jtai-20231231_def.xml (EX-101.DEF) — 191KB
• jtai-20231231_lab.xml (EX-101.LAB) — 362KB
• jtai-20231231_pre.xml (EX-101.PRE) — 274KB
• form10-ka_htm.xml (XML) — 775KB

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 1 PART IV 1 Item 15 Exhibits and Financial Statement Schedules

Signatures

Signatures 5 Index to Consolidated Financial Statements 6 i Unless otherwise noted in this report, "Jet.AI," "the Company," "we," "us," "our" and similar terms refer to are to (a) Oxbridge prior to the Closing of the Business Combination and (b) Jet.AI, Inc. after giving effect to the Closing of the Business Combination. See "Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations – Business Combination" of the Annual Report. Some of the market and industry data contained in this report are based on independent industry publications or other publicly available information. We believe this information is reliable as of the applicable date of its publication, however, we have not independently verified and cannot assure you as to the accuracy or completeness of this information. As a result, you should be aware that the market and industry data contained herein, and our beliefs and estimates based on such data, may not be reliable. THIS FILING MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY'S MANAGEMENT. WHEN USED HEREIN, THE WORDS "ESTIMATE," "PROJECT," "BELIEVE," "ANTICIPATE," "INTEND," "EXPECT" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOK

Financial Statements and Supplementary Data

Item 8 Financial Statements and Supplementary Data See Index to Consolidated Financial Statements on Page 6. Part IV

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. (a) See Index to Consolidated Financial Statements on Page 6 and Exhibit Index below. (b) See Exhibit Index below. (c) Not applicable. Exhibit Index The following exhibits are filed as part of, or incorporated by reference into, this Annual Report. Exhibit Number Description 2.1

Business

Business Combination Agreement and Plan of Reorganization, dated as of February 24, 2023, by and among Oxbridge, First Merger Sub, Second Merger Sub and Jet Token (incorporated by reference to Exhibit 2.1 of Jet.AI's Current Report on Form 8-K filed with the SEC on August 14, 2023). 2.2 Amendment No. 1 to Business Combination Agreement and Plan of Reorganization, dated May 11, 2023, by and among Oxbridge, First Merger Sub, Second Merger Sub and Jet Token (incorporated by reference to Exhibit 2.2 of Jet.AI's Current Report on Form 8-K filed with the SEC on August 14, 2023). 3.1 Certificate of Incorporation of Jet.AI Inc., dated August 10, 2023 (incorporated by reference to Exhibit 3.1 of Jet.AI's Current Report on Form 8-K filed with the SEC on August 14, 2023). 3.2 Certificate of Designation of the Series A Convertible Preferred Stock of Jet.AI Inc., dated August 10, 2023. (incorporated by reference to Exhibit 3.2 of Jet.AI's Current Report on Form 8-K filed with the SEC on August 14, 2023). 3.3 Certificate of Designation of the Series A-1 Convertible Preferred Stock of Jet.AI Inc., dated August 10, 2023 (incorporated by reference to Exhibit 3.3 of Jet.AI's Current Report on Form 8-K filed with the SEC on August 14, 2023). 3.4 Bylaws of Jet.AI Inc. (incorporated by reference to Exhibit 3.4 of Jet.AI's Current Report on Form 8-K filed with the SEC on August 14, 2023). 3.5** Certificate of Designations of Series B Convertible Preferred Stock of Jet.AI Inc. 1 4.1 Warrant Agreement, dated August 11, 2021, by and between Oxbridge Acquisition Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 of Oxbridge Acquisition Corp.'s Current Report on Form 8-K filed with the SEC on August 17, 2021). 4.2 Merger Consideration Warrant Agreement, dated August 10, 2023, by and between Jet.AI and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.2 of Jet.AI's Current Report on F

SIGNATURES

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. JET.AI INC. By: /s/ Mike Winston Name: Mike Winston Title: Executive Chairman and Interim Chief Executive Officer (Principal Executive Officer) Date: August 15, 2024 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Mike Winston Executive Chairman and Interim Chief Executive Officer August 15, 2024 Mike Winston (Principal Executive Officer) /s/ George Murnane Interim Chief Financial Officer and Director August 15, 2024 George Murnane (Principal Financial Officer, Principal Accounting Officer) /s/ William Yankus Director August 15, 2024 William Yankus /s/ Wrendon Timothy Director August 15, 2024 Wrendon Timothy /s/ Lt. Col. Ran David Director August 15, 2024 Lt. Col. Ran David /s/ Donald Jeffrey Woods Director August 15, 2024 Donald Jeffrey Woods /s/ Ehud Talmor Director August 15, 2024 Ehud Talmor 5 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) F-1 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated F-5 Consolidated Statements of Cash Flows F-6

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements F-7 6 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors Jet.AI Inc. Las Vegas, Nevada: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Jet.AI Inc. (the "Company"), as of December 31, 2023 and 2022 and the related consolidated statements of operations, changes in stockholders' (deficit) equity and cash flows for the years then ended and the related notes (collectively referred to as the "consolidated financial the consolidated financial position of the Company as of December 31, 2023 and 2022, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accor

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